Promissory Notes

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PROMISSORY NOTE

$98,395.04

September 29, 1999 Emeryville, CA

FOR VALUE RECEIVED, the undersigned Borrower promises to pay to Alibris, (the "Company"), at its principal office at 1250 45th Street, Suite 100, Emeryville, CA the principal sum of $98,395.04, together with interest from the date of this Note on the unpaid principal balance upon the terms and conditions specified below.

1. Principal and Interest. The principal balance of this Note together with interest accrued and unpaid to date shall be due and payable five (5) years from the date of this Note.

2. Rate of Interest. Interest shall accrue under the Note on any unpaid principal balance at the rate of 5.5% per annum, compounded annually.

3. Prepayment. Prepayment of principal and interest may be made at any time without penalty.

4. Events of Acceleration. The entire unpaid principal sum and unpaid interest of this Note shall become immediately due and payable upon one or more of the following events:

A. thirty (30) days after the date that Borrower shall cease to be employed by or in service to Alibris, Inc.;

B. the failure of the Borrower to pay when due the principal balance and accrued interest on this Note and the continuation of such default for more, than thirty (30) days; or

C. the insolvency of the Borrower, the commission of an act of bankruptcy by the Borrower, the execution by the Borrower of a general assignment for the benefit of creditors, the filing by or against the Borrower of a petition in bankruptcy or a petition for relief under the provisions of the federal bankruptcy act or another state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of ninety (90) days or more; or

D. the occurrence of a material event of default under the Stock Pledge Agreement securing this Note or any obligation secured thereby.

5. Security. Payment of this Note shall be secured by a Stock Pledge Agreement to be executed by Borrower and covering shares of Company common stock. Borrower, however, shall remain personally liable for payment of this Note, and assets of the Borrower, in addition to the collateral under the Stock Pledge Agreement, may be applied to the satisfaction of the Borrower's obligations hereunder.

6. Collection. If action is instituted to collect this Note, the Borrower promises to pay all reasonable costs and expenses (including reasonable attorney fees) incurred in connection with such action.

7. Waiver. No previous waiver and no failure or delay by the Company or Borrower in acting with respect to the terms of this Note or the Stock Pledge Agreement shall constitute a waiver of any breach, default, or failure of condition under this Note, the Stock Pledge Agreement, or the obligations secured thereby. A waiver of any term of this Note, the Stock Pledge Agreement, or of any of the obligations secured thereby must be made in writing and signed by a duly authorized officer of the Company and shall be limited to the express terms of such waiver.

Borrower hereby expressly waives presentment and demand for payment at such time as any payments are due under this Note.

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8. Conflicting Agreements. In the event of any inconsistencies between the terms of this Note and the terms of any other document related to the loan evidenced by the Note, the terms of this Note shall prevail.

9. Governing Law. This Note shall be construed in accordance with the laws of the State of California.